Exhibit 10.48

                                   ACTV, INC.

                              EMPLOYMENT AGREEMENT


         EMPLOYMENT AGREEMENT made as of this 1st day of January 1999, by and
between ACTV, INC., a Delaware corporation, having an office at 1270 Avenue of
the Americas, New York, New York 10020 (hereinafter referred to as "Employer")
and CHRISTOPHER CLINE an individual residing at 514 West End Avenue, New York,
New York 10024 (hereinafter referred to as "Employee");


                              W I T N E S S E T H:


         WHEREAS, Employer employs, and desires to continue to employ, Employee
as its Chief Financial Officer; and

         WHEREAS, Employee is willing to continue to be employed as the Chief
Financial Officer of Employer in the manner provided for herein, and to perform
the duties of the Chief Financial Officer of Employer upon the terms and
conditions herein set forth;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
herein set forth it is agreed as follows:

         1. Employment of Chief Financial Officer of ACTV, Inc. Employer hereby
employs Employee as Chief Financial Officer of ACTV, Inc.

         2. Term. Subject to Section 9 below, the term of this Agreement shall
commence on January 1, 1999 and end on December 31, 2004. Each 12 month period
from January 1 through December 31 during the term hereof shall be referred to
as an "Annual Period." During the term hereof, Employee shall devote
substantially all of his business time and efforts to Employer and its
subsidiaries and affiliates.

         3. Duties. The Employee shall perform any and all duties and shall have
any and all powers as may be prescribed by the Chairman and Chief Executive
Officer of ACTV, Inc. and shall be available to confer and consult with and
advise the officers and directors of Employer at such times that may be required
by Employer. Employee shall report directly and solely to the Chairman or his
designee.

         4. Compensation.

            a. (i) Employee shall be paid a minimum of $150,000 for each Annual
Period, commencing January 1, 1999; provided, however, that Employee's salary
shall be increased annually at the beginning of each Annual Period commencing
January 1, 2000 by an amount equal to no less than the amount of his annual
salary for the immediately preceding Annual Period times the percentage increase
in the CPIW (New York) then in effect as compared to the previous period for
which the CPIW (New York) is available. Employee shall be paid periodically in
accordance with the policies of the Employer during the term of this Agreement,
but not less than monthly.

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               (ii) Employee is eligible for bonuses, if any, which will be
determined and paid in accordance with policies set from time to time by the
Board.

               (iii) Employee shall be entitled to a leased car of his choice,
the cost of which shall reduce the total cash compensation paid under section 4
(a)(i).

            b. (i) In the event of a "Change of Control" whereby

               (A) A person (other than a person who is an officer or a Director
of Employer on the effective date hereof), including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, becomes, or obtains the
right to become, the beneficial owner of Employer securities having 30% or more
of the combined voting power of then outstanding securities of the Employer that
may be cast for the election of directors of the Employer;

               (B) At any time, a majority of the Board-nominated slate of
candidates for the Board is not elected;

               (C) Employer consummates a merger in which it is not the
surviving entity;

               (D) Substantially all Employer's assets are sold; or

               (E) Employer's stockholders approve the dissolution or
liquidation of Employer; then

               (ii) (A) All stock options, warrants and stock appreciation
rights ("Rights") granted by Employer to Employee under any plan or otherwise
prior to the effective date of the Change of Control, shall become vested,
accelerate and become immediately exercisable; at an exercise price of 10(cent)
per stock appreciation right if applicable; and in addition the employee, at his
option, shall receive a special compensation payment for the exercise cost of
all vested options upon exercising those options any time within twelve months
after the effective date of the change of control, adjusted for any stock splits
and capital reorganizations having a similar effect, subsequent to the effective
date hereof. In the event Employee owns or is entitled to receive any
unregistered securities of Employer, then Employer shall use its best efforts to
effect the registration of all such securities as soon as practicable, but no
later than 120 days after the effective date of the registration statement;
provided, however, that such period may be extended or delayed by Employer for
one period of up to 60 days if, upon the advice of counsel at the time such
registration is required to be filed, or at the time Employer is required to
exercise its best efforts to cause such registration statement to become
effective, such delay is advisable and in the best interests of Employer because
of the existence of non-public material information, or to allow Employer to
complete any pending audit of its financial statements;

               (B) If upon said Change of Control, (i) a new Chief Executive
Officer of Employer is appointed and (ii) Employee is not retained in his
immediately prior position or a substantially similar position with Employer or
the surviving entity, as applicable, then in addition, Employee shall be
eligible to receive a one-time bonus, equal on an after-tax basis to his then
current annual base salary. To effectuate this provision, the bonus shall be
"grossed-up" to include the amount necessary to reimburse Employee for his
federal, state and

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local income tax liability on the bonus and on the "gross-up"
at the respective effective marginal tax rates. Said bonus shall be paid within
thirty (30) days of the Change of Control.

            c. Employer shall include Employee in its health insurance program
available to Employer's executive officers.

            d. After January 1, 2000, Employer shall maintain a life, accidental
death and dismemberment insurance policy on Employee for the benefit of a
beneficiary named by Employee in an amount not less than $750,000. Ownership of
the policy shall be assigned to Employee upon termination of Employee's
employment under this Agreement.

            e. Employee shall also be entitled to participate pari passu in any
other program established by Employer pursuant to which any executive officers
receive a share of the profits of Employer.

            f. Employee shall have the right to participate in any other
employee benefit plans established by Employer.

            g. Unless a pre-existing plan of Employer expressly forbids it, all
Rights which may become exercisable during the term hereof shall be paid for in
cash only if Employee so elects, otherwise they may be paid for:

            (i) by the transfer by Employee to Employer of so much of Employee's
Rights which, when valued at the highest trading price of the underlying
securities of Employer during the previous six months, will offset the price of
the Rights then being exercised;

            (ii) by means of a non-recourse Note with interest at the lowest
rate, it any, required to be charged by any governmental authority, to accrue
and become due and payable with the principal, in an amount no greater than the
exercise price, given by Employee to Employer and secured solely by the shares
of stock being paid for thereby, which Note shall become due and payable at the
earlier of the expiration hereof or, on a pro rata basis, the sale by Employee
of all or part of the Rights or underlying stock which constitute security for
the Note; or

            (iii) by any combination of cash and (ii) or (iii), above.

         5. Expenses. Employee shall be reimbursed for all of his actual
out-of-pocket expenses incurred in the performance of his duties hereunder,
provided such expenses are acceptable to Employer, which approval shall not be
unreasonably withheld, for business related travel and entertainment expenses,
and that Employee shall submit to Employer reasonably detailed receipts with
respect thereto.

         6. Vacation. Employee shall be entitled to receive three (3) weeks paid
vacation time after each year of employment upon dates agreed upon by Employer.
Upon separation of employment, for any reason, vacation time accrued and not
used shall be paid at the salary rate of Employee in effect at the time of
employment separation.

         7. Secrecy. At no time shall Employee disclose to anyone any
confidential or secret information (not already constituting information
available to the public) concerning (a)

<PAGE>

internal affairs or proprietary business operations of Employer or (b) any trade
secrets, new product developments, patents, programs or programming, especially
unique processes or methods.

         8. Covenant Not to Compete. Subject to, and limited by, Section 10(b),
Employee will not, at any time, anywhere in the world, during the term of this
Agreement, and for one (1) year thereafter, either directly or indirectly,
engage in, with or for any enterprise, institution, whether or not for profit,
business, or company, competitive with the business (as identified herein) of
Employer as such business may be conducted on the date thereof, as a creditor,
guarantor, or financial backer, stockholder, director, officer, consultant,
advisor, employee, member, inventor, producer, director, or otherwise of or
through any corporation, partnership, association, sole proprietorship or other
entity; provided, that an investment by Employee, his spouse or his children is
permitted if such investment is not more than four percent (4%) of the total
debt or equity capital of any such competitive enterprise or business and
further provided that said competitive enterprise or business is a publicly held
entity whose stock is listed and traded on a national stock exchange or through
the NASDAQ Stock Market. As used in this Agreement, the business of Employer
shall be deemed to include the development and implementation of individualized
television technology or programs.

         9. Termination.

            a. Termination by Employer

               (i) For Cause. Employer may terminate this Agreement upon written
notice for Cause. For purposes hereof, "Cause" shall mean (A) engaging by the
Employee in conduct that constitutes activity in competition with Employer; (B)
the conviction of Employee for the commission of a felony; and/or (C) the
habitual abuse of alcohol or controlled substances. Notwithstanding anything to
the contrary in this Section 9(a)(i), Employer may not terminate Employee's
employment under this Agreement for Cause unless Employee shall have first
received notice from the Board advising Employee of the specific acts or
omissions alleged to constitute Cause, and such acts or omissions continue after
Employee shall have had a reasonable opportunity (at least 10 days from the date
Employee receives the notice from the Board) to correct the acts or omissions so
complained of.

               (ii) Without Cause. Employer may terminate this Agreement without
cause with no notice to Employee. In the event Employee is terminated without
cause, Employee shall receive severance pay equal to six months.

               (iii) Employer may terminate Employee's employment under this
Agreement if, as a result of any physical or mental disability, Employee shall
fail or be unable to perform his duties under this Agreement for any consecutive
period of 90 days during any twelve-month period. If Employee's employment is
terminated under this Section 9(a)(ii): (A) for the first six months after
termination, Employee shall be paid 100% of his full compensation under Section
4(a) of this Agreement at the rate in effect on the date of termination, and in
each successive 12 month period thereafter Employee shall be paid an amount
equal to 67% of his compensation under Section 4(a) of this agreement at the
rate in effect on the date of termination; (B) Employer's obligation to pay life
insurance premiums on the policy referred to in Section 4(d) shall continue in
effect until five years after the date of termination; and (C) Employee shall
continue to be entitled, insofar as is permitted under applicable insurance
policies or plans, to such general medical and employee benefit plans (including
profit sharing or pension plans) as

<PAGE>

Employee had been entitled to on the date of termination. Any amounts payable by
Employer to Employee under this paragraph shall be reduced by the amount of any
disability payments payable by or pursuant to plans provided by Employer and
actually paid to Employee.

               (iv) This agreement automatically shall terminate upon the death
of Employee, except that Employee's estate shall be entitled to receive any
amount accrued under Section 4(a) and the pro-rata amount payable under Section
4(e) for the period prior to Employee's death and any other amount to which
Employee was entitled of the time of his death.

         10. Arbitration. Any controversies between Employer and Employee
involving the construction or application of any of the terms, provisions or
conditions of this Agreement, save and except for any breaches arising out of
Sections 7 and 8 hereof, shall on the written request of either party served on
the other be submitted to arbitration. Such arbitration shall comply with and be
governed by the rules of the American Arbitration Association. An arbitration
demand must be made within one (1) year of the date on which the party demanding
arbitration first had notice of the existence of the claim to be arbitrated, or
the right to arbitration along with such claim shall be considered to have been
waived. An arbitrator shall be selected according to the procedures of the
American Arbitration Association. The cost of arbitration shall be born by the
losing party or in such proportions as the arbitrator shall decide. The
arbitrator shall have no authority to add to, subtract from or otherwise modify
the provisions of this Agreement, or to award punitive damages to either party.

         11. Attorneys' Fees and Costs. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.

         12. Entire Agreement; Survival. This Agreement contains the entire
agreement between the parties with respect to the transactions contemplated
herein and supersedes, effective as of the date hereof any prior agreement or
understanding between Employer and Employee with respect to Employee's
employment by Employer. The unenforceability of any provision of this Agreement
shall not effect the enforceability of any other provision. This Agreement may
not be amended except by an agreement in writing signed by the Employee and the
Employer, or any waiver, change, discharge or modification as sought. Waiver of
or failure to exercise any rights provided by this Agreement and in any respect
shall not be deemed a waiver of any further or future rights.

            b. The provisions of Sections 4, 7, 8, 9 (a) (iii), 9(a)(iv), 14, 15
and 16 shall survive the termination of this Agreement.

         13. Assignment. This Agreement shall not be assigned to other parties.

         14. Governing Law. This Agreement and all the amendments hereof, and
waivers and consents with respect thereto shall be governed by the internal laws
of the state of New York, without regard to the conflicts of laws principles
thereof.

         15. Notices. All notices, responses, demands or other communications
under this Agreement shall be in writing and shall be deemed to have been given
when

            a. delivered by hand;

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            b. sent be telex or telefax, (with receipt confirmed), provided that
a copy is mailed by registered or certified mail, return receipt requested; or

            c. received by the addressee as sent be express delivery service
(receipt requested) in each case to the appropriate addresses, telex numbers and
telefax numbers as the party may designate to itself by notice to the other
parties:


               (i) if to the Employer:


                     ACTV, Inc.
                     1270 Avenue of the Americas
                     New York, New York, 10020

                     Attention: William C. Samuels

                     Telefax:  (212) 459-9548
                     Telephone:  (212) 217-1600

                     Gersten, Savage, Kaplowitz & Fredericks

                     101 East 52nd Street
                     New York, New York 10022

                     Attention:     Jay Kaplowitz, Esq.

                     Telefax: (212) 980-5192
                     Telephone: (212) 752-9700


               (ii) if to the Employee:


                     Christopher Cline
                     514 West End Avenue, #7A
                     New York, NY  10024


         16. Severability of Agreement. Should any part of this Agreement for
any reason be declared invalid by a court of competent jurisdiction, such
decision shall not affect the validity of any remaining portion, which remaining
provisions shall remain in full force and effect as if this Agreement had been
executed with the invalid portion thereof eliminated, and it is hereby declared
the intention of the parties that they would have executed the remaining
portions of this Agreement without including any such part, parts or portions
which may, for any reason, be hereafter declared invalid.

<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed this agreement as of
the day and year first above written.

                                             ACTV, INC.


                                             By:
                                                 -------------------------
                                                 WILLIAM C. SAMUELS
                                                 President



                                                 -------------------------
                                                 CHRISTOPHER CLINE